Common use of Real Property Owned or Leased Clause in Contracts

Real Property Owned or Leased. The Company does not own any real property. A list and description of all real property leased to or by the Company or in which the Company has any interest is set forth in the Company Disclosure Schedule ("Company Premises"). All leased real property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and, to the best knowledge of the Company, except for "Immaterial Defaults" (as defined below) there are no existing defaults or events of default, or events which with notice or lapse of time or both would constitute defaults, other than Immaterial Defaults, thereunder on the part of the Company. For purposes of this Agreement, Immaterial Defaults are defaults which do not, individually or in the aggregate, cause the Company to fail to comply in all material respects with the terms and conditions of the applicable lease, contract, agreement or instrument. All rent and other charges due and owing by the Company under any lease has been paid in full and there are no disputes or claims between the Company and any other party to any lease. No construction, improvements, or alterations are in process, under construction or planned at any Company Premises, other than the movement of partitions and similar activities in connection with the relocation of Company personnel. The Company has no knowledge of any material default or claimed or purported or alleged material default or state of facts which with notice or lapse of time or both would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in the Company Disclosure Schedule. The Company has not received any written or oral notice to the effect that any lease will not be renewed at the termination of the term thereof or that any such lease will be renewed only at a substantially higher rent. All structural, mechanical and other physical systems, including but not limited to heating, ventilating, air conditioning, plumbing, electrical, mechanical, sewer and drainage systems at Company Premises are in good operating condition and repair. All water, sewer, gas, electric, telephone, drainage and other utilities required for use and operation of the Company Premises are connected to municipal or public utility services and are fully operable and adequate to service the operation of the business of the Company at the Company Premises. The Company Premises and all present uses and operations at the Company Premises, including the conduct of the business of the Company and related manufacturing activity, comply in all material respects with all statutes, rules, regulations, ordinances, orders, judgments, and restrictions of any government entity having jurisdiction thereon (including without limitation, applicable zoning, land use, fire, building codes, safety, health and handicapped access requirements), as well as all covenants, conditions, restrictions, easements and similar matters affecting the Company Premises. The Company has obtained all Certificates of Use and Occupancy and similar licenses and permits required in connection with the use of the Company Premises for the conduct of the business of the Company. To the Company's knowledge, there are no pending or threatened condemnation, fire, health, safety, building, zoning, land use, assessment, or similar proceedings relating to the Company Premises. There are no parties other than the Company in possession of any Company Premises and there are no sublease, concession, occupancy, license or similar arrangements affecting the Company Premises.

Real Property Owned or Leased. The Company does not own any (a) Other than real property. A property acquired through foreclosure or deed in lieu of foreclosure, Schedule 2.8(a) contains a true, correct and complete list and description of all real property owned or leased to or by State Bank (the Company or in which the Company has any interest is set forth in the Company Disclosure Schedule ("Company PremisesBank Real Property"). All leased real True and complete copies of all deeds, leases and title insurance policies for, or other documentation evidencing ownership of, the properties referred to in Schedule 2.8(a) and all mortgages, deeds of trust and security agreements to which such property is held subject have been furnished or made available to written Bancshares. (b) No lease with respect to any Bank Real Property and no deed with respect to any Bank Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Bank Real Property. Each of such leases or other agreements which are is a legal, valid and effective binding obligation enforceable in accordance with their respective termsits terms (except as may be limited by bankruptcy, andinsolvency, to moratorium, reorganization or similar laws affecting the best knowledge rights of creditors generally and the Companyavailability of equitable remedies), except for "Immaterial Defaults" (as defined below) and is in full force and effect; there are no existing defaults by the Bank or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events of default, or events which that with notice or lapse of time or both the happening or occurrence of any other event would constitute defaultsa default thereunder. (c) To the knowledge of State Bank, other than Immaterial Defaultsnone of the buildings and structures located on any Bank Real Property, thereunder nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Bank Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on the part Condition of State Bank. No condemnation proceeding is pending or, to State Bank's knowledge, threatened, which would preclude or materially impair the Company. For purposes use of this Agreementany Bank Real Property in the manner in which it is currently being used. (d) State Bank has good and indefeasible title to, Immaterial Defaults or a valid and enforceable leasehold interest in, or a contract vendee's interest in, all Bank Real Property, and such interest is free and clear of all liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are defaults being contested in good faith through proper proceedings and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not, not individually or in the aggregate, cause aggregate materially adversely affect the Company to fail to comply in all material respects with the terms use and conditions enjoyment of the applicable leaserelevant real property. (e) Except as set forth in Schedule 2.8(e), contract, agreement or instrument. All rent all buildings and other charges due and owing by the Company under any lease has been paid facilities used in full and there are no disputes or claims between the Company and any other party to any lease. No construction, improvements, or alterations are in process, under construction or planned at any Company Premises, other than the movement of partitions and similar activities in connection with the relocation of Company personnel. The Company has no knowledge of any material default or claimed or purported or alleged material default or state of facts which with notice or lapse of time or both would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in the Company Disclosure Schedule. The Company has not received any written or oral notice to the effect that any lease will not be renewed at the termination of the term thereof or that any such lease will be renewed only at a substantially higher rent. All structural, mechanical and other physical systems, including but not limited to heating, ventilating, air conditioning, plumbing, electrical, mechanical, sewer and drainage systems at Company Premises are in good operating condition and repair. All water, sewer, gas, electric, telephone, drainage and other utilities required for use and operation of the Company Premises are connected to municipal or public utility services and are fully operable and adequate to service the operation of the business of the Company at the Company Premises. The Company Premises and all present uses and operations at the Company PremisesState Bank are adequately maintained and, including the conduct of the business of the Company and related manufacturing activity, comply in all material respects with all statutes, rules, regulations, ordinances, orders, judgments, and restrictions of any government entity having jurisdiction thereon (including without limitation, applicable zoning, land use, fire, building codes, safety, health and handicapped access requirements), as well as all covenants, conditions, restrictions, easements and similar matters affecting the Company Premises. The Company has obtained all Certificates of Use and Occupancy and similar licenses and permits required in connection with the use of the Company Premises for the conduct of the business of the Company. To the Companyto State Bank's knowledge, there are no pending free from defects which could materially interfere with the current or threatened condemnation, fire, health, safety, building, zoning, land use, assessment, or similar proceedings relating to the Company Premises. There are no parties other than the Company in possession future use of any Company Premises and there are no sublease, concession, occupancy, license or similar arrangements affecting the Company Premisessuch facilities.

Real Property Owned or Leased. The Company does not own any real property. (a) A list and description of all real property leased to or by the Company or in which the Company has any interest of its Subsidiaries is set forth in on Schedule 3.09 hereto (the “Real Property”). Neither the Company Disclosure Schedule ("Company Premises")nor any of its Subsidiaries owns any real property. All such leased real property Real Property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and, to the best knowledge of the Company, except for "Immaterial Defaults" (as defined below) and there are no existing defaults or events of default, or events which with notice or lapse of time or both would constitute defaults, other than Immaterial Defaults, thereunder on the part of the CompanyCompany (or its relevant Subsidiary). For purposes True and complete copies of this Agreementall such leases, Immaterial Defaults are defaults which do nottogether with any amendments thereto, individually or in have been made available to the aggregate, cause Purchaser. To the Company to fail to comply in all material respects with the terms and conditions knowledge of the applicable leaseCompany, contract, agreement or instrument. All rent and other charges due and owing by the Company under any lease has been paid in full and there are is no disputes or claims between the Company and any other party to any lease. No construction, improvements, or alterations are in process, under construction or planned at any Company Premises, other than the movement of partitions and similar activities in connection with the relocation of Company personnel. The Company has no knowledge of any material default or claimed or purported or alleged material default or state of facts which with notice or lapse of time or both would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in on Schedule 3.09 hereto. Neither the Company Disclosure Schedule. The Company Company, any of its Subsidiaries nor any of the Stockholders has not received any written or oral notice to the effect that any lease will not be renewed at the termination of the term thereof or that any such lease will be renewed only at a substantially higher rent. All . (i) Neither the Company, any of its Subsidiaries nor any of the Stockholders has received any written notice of, and, to the knowledge of the Company there is no violation of any laws, rules, regulations, codes, guidelines or ordinances relating to the Real Property or requesting or requiring the performance of any repairs, alterations or other work in order so to comply. (ii) Neither the Company, any of its Subsidiaries nor any of the Stockholders has received any written notice of, and, to the knowledge of the Company there is no currently proposed or pending assessment for public improvements or of any condemnation, taking by eminent domain, Crown expropriation or similar proceedings with respect to any portion of the Real Property. (iii) To the knowledge of the Company, the buildings and other improvements constituting a part of the Real Property have no structural, mechanical roof or other defects and other physical systemssuch buildings and improvements (including, including but not limited to without limitation, all plumbing, heating, ventilatingelectrical, air conditioning, plumbing, electrical, mechanical, sewer ventilation and drainage other mechanical systems at Company Premises and equipment) are in good operating working order, condition and repair. All water, sewer, gas, electric, telephone, drainage normal wear and other utilities required for use and operation of the Company Premises are connected tear excepted. (iv) The uses to municipal or public utility services and are fully operable and adequate to service the operation of the business of the Company at the Company Premises. The Company Premises and all present uses and operations at the Company Premises, including the conduct of the business of which the Company and related manufacturing activity, comply its Subsidiaries put the Real Property conform in all material respects with all statutesapplicable laws, rules, regulations, ordinances, ordersregulations and all applicable agreements to which the Company or any such Subsidiary is a party or by which the Real Property is subject to or bound, judgmentsincluding, and restrictions of any government entity having jurisdiction thereon (including without limitation, applicable those relating to zoning, land use, fire, building codes, safetyenvironmental, health and handicapped access requirements), as well as all covenants, conditions, restrictions, easements safety standards and similar matters affecting the Company Premises. The Company has obtained all Certificates of Use rules and Occupancy and similar licenses and permits required in connection with the use of the Company Premises for the conduct of the business of the Company. To the Company's knowledge, there are no pending or threatened condemnation, fire, health, safety, building, zoning, land use, assessment, or similar proceedings regulations relating to the Company Premises. There are no parties other than the Company in possession of any Company Premises and there are no sublease, concession, occupancy, license or similar arrangements affecting the Company Premisesthereto.